Set out below is a list of recent initiatives and decisions of Canadian securities regulatory authorities and courts that we believe would be of interest to mining companies and their public markets advisors. Please contact us if you would like additional information about any of these items.
- The Canadian Securities Administrators (the CSA) have harmonized the form (and filing) requirements for prospectuses through the implementation of National Instrument 41-101 General Prospectus Requirements.
- The CSA have released CSA Staff Notice 52-321 Early Adoption of International Financial Reporting Standards, use of U.S. GAAP and reference to IFRS-IASB.
- The CSA published for comment a revised version of proposed National Instrument 52-109 Certification of Disclosure – Issuers’ Annual and Interim Filings. The proposals would provide significantly more onerous obligations for issuers whose securities are listed on the Toronto Stock Exchange or a senior non-Canadian exchange relative to “venture issuers” (i.e., issuers whose securities are not listed on one of those “senior” exchanges).
- The CSA implemented amendments to National Instrument 51-102 Continuous Disclosure Obligations so as to permit dissidents to solicit proxies without sending an information circular to shareholders and, in certain circumstances, without the need to even prepare (or file) an information circular.
- Canada’s Minister of Finance released draft tax rules that will facilitate the conversion of income trusts into corporations.
- The Supreme Court of Canada overturned the decision of the Québec Court of Appeal in Hydro Québec v. Syndicat des employé-e-s de techniques professionelles et de bureau d’Hydro-Québec, section locale 2000, and in its reasons provided clarification on certain important aspects of an employer’s duty to accommodate.
- Of particular importance to capital markets, the Supreme Court of Canada overturned the decision of the Québec Court of Appeal in BCE Inc., thereby allowing the proposed acquisition of BCE Inc. to proceed. The Supreme Court’s reasons have not yet been released, but are widely expected to provide guidance to directors of public companies in terms of their duties in the context of proposed acquisition transactions. We will, of course, provide you with detailed analysis in our issue of Mining Prospects that first follows the release of the Supreme Court’s reasons.